8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 18, 2021

OMNICOM GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

New York	1-10551	13-1514814
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

280 Park Avenue, New York, NY	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 415-3600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.15 per share	OMC	New York Stock Exchange
0.800% Senior Notes due 2027	OMC/27	New York Stock Exchange
1.400% Senior Notes due 2031	OMC/31	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 18, 2021, Omnicom Group Inc. (“Omnicom” or the “Company”) published an earnings release reporting its financial results for the three and twelve months ended December 31, 2020. A copy of the earnings release is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Following the publication of the earnings release, Omnicom hosted an earnings call in which its financial results were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto and are incorporated by reference herein.

On February 18, 2021, Omnicom posted the materials attached as Exhibits 99.1 and 99.2 on its website (www.omnicomgroup.com).

Certain statements in the exhibits to this Current Report on Form 8-K constitute forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: international, national or local economic conditions that could adversely affect the Company or its clients, including those caused by the outbreak of coronavirus disease 2019 (“COVID-19”); losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments and a deterioration in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes relating to competitive factors in the advertising, marketing and corporate communications industries; the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its critical accounting estimates and legal proceedings; and the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory environment. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” in Omnicom's most recent Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

The foregoing information (including the exhibits hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Earnings release dated February 18, 2021.
99.2	Investor presentation materials dated February 18, 2021.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Omnicom Group Inc.
	By:	/s/ Andrew L. Castellaneta
		Name:	Andrew L. Castellaneta
		Title:	Senior Vice President, Chief Accounting Officer
Date: February 18, 2021

EX-99.1

Exhibit 99.1

Omnicom Group Reports Fourth Quarter and Full Year

2020 Results

NEW YORK, February 18, 2021 - Omnicom Group Inc. (NYSE: OMC) today announced net income - Omnicom Group Inc. for the fourth quarter of 2020 of $398.1 million compared to net income - Omnicom Group Inc. of $415.0 million in the fourth quarter of 2019. Diluted net income per share for the fourth quarter of 2020 was $1.84 per share compared to diluted net income per share of $1.89 for the fourth quarter of 2019.

Net income - Omnicom Group Inc. in the fourth quarter of 2020 includes a net aggregate after-tax decrease of $13.0 million related to asset impairment charges recorded during the period, partially offset by reimbursements and tax credits under government programs in several countries where we have operations, as discussed further below.

Primarily due to the negative effects on our revenue attributable to the COVID-19 pandemic, Omnicom’s worldwide revenue in the fourth quarter of 2020 decreased 9.3% to $3,757.0 million from $4,141.2 million in the fourth quarter of 2019. The components of the change in revenue included an increase in revenue from the positive impact of foreign currency translation of 0.8%, a decrease in acquisition revenue, net of disposition revenue of 0.5% and a decrease in revenue from negative organic growth of 9.6% when compared to the fourth quarter of 2019.

Organic growth in the fourth quarter of 2020 as compared to the fourth quarter of 2019 in our five fundamental disciplines was as follows: Advertising decreased 9.7%, CRM Consumer Experience decreased 15.8%, CRM Execution & Support decreased 13.7%, Public Relations increased 0.2% and Healthcare decreased 2.0%.

Across all of our regional markets, organic growth was negative in the fourth quarter of 2020 as compared to the fourth quarter of 2019. The decreases were as follows: the United States 9.4%, Other North America 3.2%, the United Kingdom 12.4%, the Euro Markets & Other Europe 9.2%, Asia Pacific 3.9%, Latin America 9.2% and the Middle East & Africa 36.8%.

Operating profit decreased $31.7 million, or 4.9%, to $614.7 million compared to $646.4 million during the fourth quarter of 2019. Our operating margin for the

280 Park Avenue, New York, New York 10017 (212) 415-3672 Fax (212) 415-3000

Omnicom Group Inc.

fourth quarter of 2020 increased to 16.4% versus 15.6% for the fourth quarter of 2019.

Operating profit for the fourth quarter of 2020 includes a net decrease aggregating $11.1 million due to asset impairment charges recognized in the period, partially offset by a decrease in operating expenses related to reimbursements and tax credits under government programs in several countries where we have operations, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) in the U.S., the Kurzarbeit program in Germany, and other programs in the U.K., France, Canada and other jurisdictions.

For the fourth quarter of 2020, our effective income tax rate decreased period-over-period to 25.0% from 26.1%.

Full Year

Net income - Omnicom Group Inc. for the twelve months ended December 31, 2020 decreased $393.7 million to $945.4 million compared to $1,339.1 million in the same period in 2019. Diluted net income per share - Omnicom Group Inc. for the twelve months ended December 31, 2020 decreased $1.69 to $4.37 per share compared to $6.06 per share for the twelve months ended December 31, 2019.

Net income - Omnicom Group Inc. for the twelve months ended December 31, 2020 includes a net after-tax decrease of $146.8 million as a result of COVID-19 repositioning costs and a net loss on dispositions during the second quarter of 2020, asset impairment charges recorded during the fourth quarter of 2020, and credits related to reimbursements and tax credits under government programs in several countries where we have operations, as discussed further below.

Primarily due to the negative effects on our revenue attributable to the COVID-19 pandemic in the second through fourth quarters of 2020, worldwide revenue for the twelve months ended December 31, 2020 decreased 11.9% to $13,171.1 million from $14,953.7 million in the same period of 2019. The components of the change in revenue included a decrease in revenue from the negative impact of foreign currency translation of 0.4%, a decrease in acquisition revenue, net of disposition revenue of 0.4% and a decrease in revenue from negative organic growth of 11.1% when compared to the same period of 2019.

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Omnicom Group Inc.

Organic growth for the twelve months ended December 31, 2020 compared to the same period in 2019 in our five fundamental disciplines was as follows: Advertising decreased 12.2%, CRM Consumer Experience decreased 15.8%, CRM Execution & Support decreased 15.1%, Public Relations decreased 4.2% and Healthcare increased 3.3%.

Across all of our regional markets, organic growth was negative for the twelve months ended December 31, 2020 as compared to the same period of 2019. The decreases were as follows: the United States 10.1%, Other North America 10.0%, the United Kingdom 11.5%, the Euro Markets & Other Europe 12.8%, Asia Pacific 8.5%, Latin America 15.1% and the Middle East & Africa 32.3%.

Operating profit decreased $523.5 million, or 24.7%, to $1,598.8 million from $2,122.3 million for the twelve months ended December 31, 2019. Our operating margin for the twelve months ended December 31, 2020 decreased to 12.1% versus 14.2% for the same period of 2019.

Operating profit for the twelve months ended December 31, 2020 includes a net decrease aggregating $171.1 million due to COVID-19 repositioning costs recorded during the second quarter of 2020, comprised of incremental severance charges, right-of-use asset impairments and other real estate costs of $252.8 million, and a net loss on the disposition of certain subsidiaries and other charges of $25.1 million, and asset impairment charges recorded during the fourth quarter of 2020 of $55.8 million, partially offset by reimbursements and tax credits under government programs in several countries where we have operations, including the CARES Act in the U.S., the Kurzarbeit program in Germany, and other programs in the U.K., France, Canada and other jurisdictions, which reduced salary and service costs by $162.6 million.

Our effective tax rate for the twelve months ended December 31, 2020 increased period-over-period to 27.1% from 26.0%. The non-deductibility in certain jurisdictions of a portion of the COVID-19 repositioning costs recorded in the second quarter of 2020 had the effect of increasing our effective tax rate for the twelve months ended December 31, 2020. This increase was substantially offset by a lower effective tax rate on our foreign earnings resulting from a change in legislation. In 2019, income tax expense was reduced by $10.8 million primarily from the net favorable settlements of uncertain tax positions in certain jurisdictions. After considering these items, our effective tax rate for the twelve months ended December 31, 2020 would have approximated the rate for 2019.

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Omnicom Group Inc.

COVID-19 Business Update

The COVID-19 pandemic has significantly impacted the global economy, our business and the results of operations. Public health efforts to mitigate the impact of the pandemic include government actions such as travel restrictions, limitations on public gatherings, shelter in place orders and mandatory closures. These actions have negatively impacted many of our clients’ businesses and in turn clients have reduced or plan to reduce their demand for our services. As a result, we experienced a reduction in our revenue beginning late in the first quarter of 2020, as compared to the same period in 2019. The reduction in our revenue continued through the remainder of 2020 and is expected to continue through the first half of 2021. Such reductions in revenue could adversely impact our ongoing results of operations and financial position and the effects could be material.

While we expect the pandemic to affect substantially all of our clients, certain industry sectors have been affected more significantly than others, including travel, lodging and entertainment, energy and oil and gas, non-essential retail and automotive. Clients in these industries have acted to cut costs, including postponing or reducing marketing communication expenditures. While certain industries such as healthcare and pharmaceuticals, technology and telecommunications, financial services and consumer products have fared relatively well to date, conditions are volatile and economic uncertainty cuts across all clients, industries and geographies. Overall, while we have a diversified portfolio of service offerings, clients and geographies, demand for our services can be expected to decline as marketers reduce expenditures in the short term due to the uncertain impact of the pandemic on the global economy. During the second quarter of 2020, we realigned our agencies’ cost structures, which included severance actions and furloughs to reduce the workforce, right-of-use asset impairments and other real estate costs, a net loss on the disposition of certain subsidiaries and other charges. These COVID-19 repositioning actions were taken to tailor their services and capabilities to changes in client demand.

As we previously reported, during the first half of 2020, we took numerous proactive steps to strengthen our liquidity and financial position that we expect will help mitigate the potential impacts of COVID-19, including:

• The amendment and extension of our $2.5 billion credit facility to February 2025,

• The suspension of our share repurchase program,

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Omnicom Group Inc.

• The issuance in February of $600 million 10-year 2.45% Senior Notes, which were used to finance the early redemption of the remaining $600 million of 4.45% Senior Notes that were due in August 2020,

• The issuance in early April of an additional $600 million 10-year 4.20% Senior Notes, and

• The completion in early April of a $400 million 364-day revolving credit facility, which is in addition to our existing $2.5 billion revolving credit facility that expires in February 2025.

We have no long-term debt maturing until May 2022.

Definitions - Components of Revenue Change

We use certain terms in describing the components of the change in revenue above.

Foreign exchange rate impact: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue.

Acquisition revenue, net of disposition revenue: Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date and the comparable prior period revenue and the positive or negative growth after the acquisition date is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of disposals through the disposition date. The acquisition revenue and disposition revenue amounts are netted in the description above.

Organic growth: calculated by subtracting the foreign exchange rate impact component and the acquisition revenue, net of disposition revenue component from total revenue growth.

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Omnicom Group Inc.

Forward-looking Statements

Certain statements in this press release related to the potential impact of the COVID-19 outbreak constitute forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions.

Forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. You should carefully consider this and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

Conference Call

Omnicom will host a conference call to review the fourth quarter and full year 2020 financial results on Thursday, February 18, 2021 at 8:30 a.m. ET. Participants can listen to the conference call by dialing (877) 336-4440 (domestic) or (409) 207-6984 (international), along with access code 5410296. The call will also be simulcast and archived on our website at: http://investor.omnicomgroup.com/investor-relations/news-events-and-filings.

About Omnicom Group Inc.

Omnicom Group Inc. (NYSE: OMC) (www.omnicomgroup.com) is a leading global marketing and corporate communications company. Omnicom’s branded

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Omnicom Group Inc.

networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 70 countries. Follow us on Twitter for the latest news.

Contacts

Investor Relations:	Media:
Shub Mukherjee	Joanne Trout
shub.mukherjee@omnicomgroup.com	joanne.trout@omnicomgroup.com

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Omnicom Group Inc.

Consolidated Statements of Income

Three Months Ended December 31

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2020 (a)		2019
Revenue	$	3,757.0	$	4,141.2
Operating Expenses:
Salary and service costs		2,721.2		3,034.7
Occupancy and other costs		265.9		306.4
Costs of services		2,987.1		3,341.1
Selling, general and administrative expenses		101.4		97.5
Depreciation and amortization		53.8		56.2
		3,142.3		3,494.8
Operating Profit		614.7		646.4
Interest Expense		55.3		52.0
Interest Income		7.3		13.4
Income Before Income Taxes		566.7		607.8
Income Tax Expense		141.5		158.8
Income From Equity Method Investments		3.3		0.8
Net Income		428.5		449.8
Net Income Attributed To Noncontrolling Interests		30.4		34.8
Net Income - Omnicom Group Inc.	$	398.1	$	415.0
Net Income Per Share - Omnicom Group Inc.
Basic	$	1.85	$	1.90
Diluted	$	1.84	$	1.89
Weighted average shares (in millions)
Basic		215.5		218.2
Diluted		216.1		219.3
Dividends Declared Per Common Share	$	0.65	$	0.65

(a) Salary and service costs for the fourth quarter of 2020 includes asset impairment charges recognized in the period, partially offset by a decrease in operating expenses related to reimbursements and tax credits under government programs in several countries where we have operations, including the CARES Act in the U.S., the Kurzarbeit program in Germany, and other programs in the U.K., France, Canada and other jurisdictions. The net aggregate impact of these items increased salary and related service costs and decreased Operating Profit by $11.1 million and Net Income - Omnicom Group Inc. by $13.0 million for the three months ended December 31, 2020.

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Omnicom Group Inc.

Consolidated Statements of Income

Twelve Months Ended December 31

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2020 (a) (b)			2019
Revenue	$	13,171.1		$	14,953.7
Operating Expenses:
Salary and service costs		9,572.8			10,972.2
Occupancy and other costs		1,138.5			1,221.8
COVID-19 repositioning costs		277.9			—
Costs of services		10,989.2			12,194.0
Selling, general and administrative expenses		360.5			405.9
Depreciation and amortization		222.6			231.5
		11,572.3			12,831.4
Operating Profit		1,598.8			2,122.3
Interest Expense		221.8			244.3
Interest Income		32.3			60.3
Income Before Income Taxes		1,409.3			1,938.3
Income Tax Expense		381.7			504.4
Income (Loss) From Equity Method Investments		(6.8	)		2.0
Net Income		1,020.8			1,435.9
Net Income Attributed To Noncontrolling Interests		75.4			96.8
Net Income - Omnicom Group Inc.	$	945.4		$	1,339.1
Net Income Per Share - Omnicom Group Inc.
Basic	$	4.38		$	6.09
Diluted	$	4.37		$	6.06
Weighted average shares (in millions)
Basic		215.6			219.8
Diluted		216.2			220.9
Dividends Declared Per Common Share	$	2.60		$	2.60

(a) During the second quarter of 2020, we recorded expenses for certain repositioning actions related to the realignment of our businesses in reaction to the COVID-19 pandemic and recorded a net loss on the disposition of certain subsidiaries. The impact of these items decreased Operating Profit by $277.9 million and Net Income - Omnicom Group Inc. by $223.1 million for the twelve months ended December 31, 2020.

(b) Salary and service costs includes the reduction in operating expenses related to reimbursements and tax credits under government programs in several countries where we have operations, including the CARES Act in the U.S., the Kurzarbeit program in Germany, and other programs in the U.K., France, Canada and other jurisdictions, partially offset by the impact of asset impairment charges recorded during the fourth quarter of 2020. The impact of these items reduced salary and related service costs and increased Operating Profit by $106.8 million and Net Income - Omnicom Group Inc. by $76.3 million for the twelve months ended December 31, 2020.

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Omnicom Group Inc.

Detail of Operating Expenses

Three Months Ended December 31

(Unaudited)

(Dollars in Millions)

	2020		2019
Operating Expenses:
Salary and service costs
Salary and related service costs	$	1,682.6	$	1,844.6
Third-party service costs		1,038.6		1,190.1
Occupancy and other costs		265.9		306.4
Costs of services		2,987.1		3,341.1
Selling, general and administrative expenses		101.4		97.5
Depreciation and amortization		53.8		56.2
Total Operating Expenses	$	3,142.3	$	3,494.8

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Detail of Operating Expenses

Twelve Months Ended December 31

(Unaudited)

(Dollars in Millions)

	2020		2019
Operating Expenses:
Salary and service costs
Salary and related service costs	$	6,250.9	$	6,895.2
Third-party service costs		3,321.9		4,077.0
Occupancy and other costs		1,138.5		1,221.8
COVID-19 repositioning costs		277.9		—
Costs of services		10,989.2		12,194.0
Selling, general and administrative expenses		360.5		405.9
Depreciation and amortization		222.6		231.5
Total Operating Expenses	$	11,572.3	$	12,831.4

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Omnicom Group Inc.

Impact of Government Wage Programs and Asset Impairments

Three Months Ended December 31, 2020

(Unaudited)

(Dollars in Millions)

	Three Months ended December 31, 2020
	Gov’t Wage Programs			Asset Impairments and Other		Total
Operating Expenses (a) (b):
Salary and service costs
Salary and related service costs	$	(44.7	)	$	55.8	$	11.1
Third-party costs		—			—		—
Occupancy and other costs		—			—		—
Costs of services		(44.7	)		55.8		11.1
Selling, general and administrative expenses		—			—		—
Depreciation and amortization		—			—		—
Operating Expenses	$	(44.7	)	$	55.8	$	11.1

(a) The above table identifies the pre-tax impact of asset impairment charges recorded in the fourth quarter of 2020, which increased salary and related service costs and decreased operating profit by $55.8 million for the three months ended December 31, 2020.

(b) Additionally, salary and related service costs for the fourth quarter of 2020 includes the reduction in operating expenses related to reimbursements and tax credits under government programs in several countries where we have operations. The impact of these items reduced salary and related service costs and increased operating profit by $44.7 million for the three months ended December 31, 2020.

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Omnicom Group Inc.

Impact of COVID-19 Repositioning Costs, Government Wage Programs and Asset Impairments

Twelve Months Ended December 31, 2020

(Unaudited)

(Dollars in Millions)

	Twelve Months ended December 31, 2020
	Severance Actions		Real Estate Actions		Gov’t Wage Programs			Asset Impairments and Other		Total
Operating Expenses (a) (b) (c):
Salary and service costs
Salary and related service costs	$	—	$	—	$	(162.6	)	$	55.8	$	(106.8	)
Third-party costs		—		—		—			—		—
Occupancy and other costs		—		—		—			—		—
COVID-19 repositioning costs		150.0		102.8		—			25.1		277.9
Costs of services		150.0		102.8		(162.6	)		80.9		171.1
Selling, general and administrative expenses		—		—		—			—		—
Depreciation and amortization		—		—		—			—		—
Operating Expenses	$	150.0	$	102.8	$	(162.6	)	$	80.9	$	171.1

(a) The above table identifies the pre-tax impact of certain repositioning actions related to the realignment of our businesses in reaction to the COVID-19 pandemic and recorded a net loss on the disposition of certain subsidiaries of $277.9 million for the twelve months ended December 31, 2020.

(b) Salary and related service costs for the twelve months ended December 31, 2020 includes the reduction in operating expenses related to reimbursements and tax credits under government programs in several countries where we have operations. The impact of these items reduced salary and related service costs and increased operating profit by $162.6 million for the twelve months ended December 31, 2020.

(c) Salary and related service costs for the twelve months ended December 31, 2020 includes asset impairment charges recorded in the fourth quarter of 2020, which increased salary and related service costs and decreased Operating Profit by $55.8 million for the twelve months ended December 31, 2020.

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EX-99.2

Exhibit 99.2

 

Fourth Quarter 2020 Results February 18, 2021 Investor Presentation

 

February 18, 2021 2020 vs. 2019 P&L Summary Fourth Quarter 1 Fourth Quarter 2020 (a) 2019 Revenue $ 3,757.0 $ 4,141.2 Operating Expenses (b) 3,142.3 3,494.8 Operating Profit 614.7 646.4 Net Interest Expense 48.0 38.6 Income Tax Expense 141.5 158.8 Tax Rate % 25.0 % 26.1 % Income From Equity Method Investments 3.3 0.8 Net Income Attributed To Noncontrolling Interests 30.4 34.8 Net Income - Omnicom Group Inc. $ 398.1 $ 415.0 Diluted Shares (millions) 216.1 219.3 Earnings per Share - Diluted $ 1.84 $ 1.89 Dividends Declared Per Common Share $ 0.65 $ 0.65 (a) Salary and service costs for the fourth quarter of 2020 includes asset impairment charges recognized in the period, partially offset by a decrease in operating expenses related to reimbursements and tax credits under government programs in several countries where we have operations, including the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") in the U.S., the Kurzarbeit program in Germany, and other programs in the U.K., France, Canada and other jurisdictions. The net aggregate impact of these items increased salary and related service costs and decreased Operating Profit by $11.1 million and Net Income - Omnicom Group Inc. by $13.0 million for the three months ended December 31, 2020. (b) Additional information on our operating expenses can be found on page 3.

 

February 18, 2021 2020 vs. 2019 P&L Summary Full Year 2 Full Year 2020 (a) 2019 Revenue $ 13,171.1 $ 14,953.7 Operating Expenses (b) 11,572.3 12,831.4 Operating Profit 1,598.8 2,122.3 Net Interest Expense 189.5 184.0 Income Tax Expense 381.7 504.4 Tax Rate % 27.1 % 26.0 % Income (Loss) From Equity Method Investments (6.8) 2.0 Net Income Attributed To Noncontrolling Interests 75.4 96.8 Net Income - Omnicom Group Inc. $ 945.4 $ 1,339.1 Diluted Shares (millions) 216.2 220.9 Earnings per Share - Diluted $ 4.37 $ 6.06 Dividends Declared Per Common Share $ 2.60 $ 2.60 (a) During the second quarter of 2020, we recorded expenses for certain repositioning actions related to the realignment of our businesses in reaction to the COVID-19 pandemic and recorded a net loss on the disposition of certain subsidiaries. The impact of these items decreased Operating Profit by $277.9 million and Net Income - Omnicom Group Inc. by $223.1 million for the twelve months ended December 31, 2020. Operating expenses also include the reduction in operating expenses related to reimbursements and tax credits under government programs in several countries where we have operations, including the CARES Act in the U.S., the Kurzarbeit program in Germany, and other programs in the U.K., France, Canada and other jurisdictions, partially offset by the impact of asset impairment charges. The impact of these items reduced salary and related service costs and increased Operating Profit by $106.8 million and Net Income - Omnicom Group Inc. by $76.3 million for the twelve months ended December 31, 2020. (b) Additional information on our operating expenses can be found on page 3.

 

February 18, 2021 Operating Expense Detail 3 Fourth Quarter Full Year 2020 % of Rev 2019 % of Rev 2020 % of Rev 2019 % of Rev Revenue $ 3,757.0 $ 4,141.2 $ 13,171.1 $ 14,953.7 Operating expenses: Salary and service costs: Salary and related service costs (a) 1,682.6 44.8 % 1,844.6 44.5 % 6,250.9 47.5 % 6,895.2 46.1 % Third-party service costs (b) 1,038.6 27.6 % 1,190.1 28.7 % 3,321.9 25.2 % 4,077.0 27.3 % Occupancy and other costs 265.9 7.1 % 306.4 7.4 % 1,138.5 8.6 % 1,221.8 8.2 % COVID-19 repositioning costs (c) — n/a — n/a 277.9 2.1 % — n/a Cost of services 2,987.1 3,341.1 10,989.2 12,194.0 Selling, general and administrative expenses 101.4 2.7 % 97.5 2.4 % 360.5 2.7 % 405.9 2.7 % Depreciation and amortization 53.8 1.4 % 56.2 1.4 % 222.6 1.7 % 231.5 1.5 % Total operating expenses 3,142.3 83.6 % 3,494.8 84.4 % 11,572.3 87.9 % 12,831.4 85.8 % Operating Profit $ 614.7 $ 646.4 $ 1,598.8 $ 2,122.3 (a) Salary and related service costs for the fourth quarter of 2020 and full year 2020 periods include the reduction in operating expenses related to reimbursements and tax credits under government programs in several countries where we have operations, as detailed on pages 1 and 2. The impact of these items reduced salary and related service costs and increased operating profit by $44.7 million and $162.6 million for the three and twelve months ended December 31, 2020, respectively. Salary and related service costs for the fourth quarter of 2020 and full year 2020 periods also included asset impairment charges, which increased salary and related service costs and decreased Operating Profit by $55.8 million for the three and twelve months ended December 31, 2020, (b) Third-party service costs are expenses paid to third-party vendors incurred primarily in connection with performance obligations for our services where we have determined that we are acting as principal. These third-party expenses also include incidental costs incurred in the performance of our services including airfare, mileage, hotel and out-of-town expenses, etc. (c) Repositioning costs and net loss on dispositions for the full year 2020 period include expenses for certain repositioning actions related to the realignment of our businesses in reaction to the COVID-19 pandemic and recorded a net loss on the disposition of certain subsidiaries. The impact of these items increased operating expenses by $277.9 million for the twelve months ended December 31, 2020.

February 18, 2021 2020 Total Revenue Change 4 Fourth Quarter Full Year $ % Ä $ % Ä Prior Period Revenue $ 4,141.2 $ 14,953.7 Foreign exchange rate impact (a) 32.4 0.8 % (60.9) -0.4 % Acquisition revenue, net of disposition revenue (b) (18.8) -0.5 % (56.7) -0.4 % Organic growth (c) (397.8) -9.6 % (1,665.0) -11.1 % Current Period Revenue $ 3,757.0 -9.3 % $ 13,171.1 -11.9 % (a) Foreign exchange rate impact: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue. (b) Acquisition revenue, net of disposition revenue: Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date and the comparable prior period revenue and the positive or negative growth after the acquisition date is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of disposals through the disposition date. The acquisition revenue and disposition revenue amounts are netted in the presentation above. (c) Organic growth: calculated by subtracting the foreign exchange rate impact, and the acquisition revenue, net of disposition revenue components from total revenue growth.

 

February 18, 2021 Advertising 58.1% CRM Consumer Experience 15.9% CRM Execution & Support 8.3% PR 9.4% Healthcare 8.3% 2020 Revenue by Discipline 5 Advertising 56.0% CRM Consumer Experience 16.5% CRM Execution & Support 8.6% PR 9.9% Healthcare 9.0% Fourth Quarter Full Year $ Mix % Growth % Organic Growth (a) Advertising $ 2,183.8 -9.7 % -9.7 % CRM Consumer Experience 597.8 -14.1 % -15.8 % CRM Execution & Support 310.7 -11.6 % -13.7 % PR 351.5 -1.9 % 0.2 % Healthcare 313.2 -1.2 % -2.0 % Total $ 3,757.0 -9.3 % -9.6 % $ Mix % Growth % Organic Growth (a) Advertising $ 7,369.0 -13.1 % -12.2 % CRM Consumer Experience 2,175.7 -15.6 % -15.8 % CRM Execution & Support 1,133.5 -16.7 % -15.1 % PR 1,301.8 -5.6 % -4.2 % Healthcare 1,191.1 3.4 % 3.3 % Total $ 13,171.1 -11.9 % -11.1 % (a) “Organic Growth” reflects the year-over-year increase or decrease in revenue from the prior period, excluding the foreign exchange rate impact and acquisition revenue, net of disposition revenue as defined on page 4.

 

February 18, 2021 UK 9.7% Euro Markets & Other Europe 17.7% Asia Pacific 11.4% Latin America 2.1% Middle East & Africa 1.6% United States 54.5% Other North America 3.0% Fourth Quarter UK 9.3% Euro Markets & Other Europe 19.5% Asia Pacific 12.1% Latin America 2.3% Middle East & Africa 1.9% United States 51.7% Other North America 3.2% 2020 Revenue by Region 6 Full Year

 

February 18, 2021 2020 Revenue by Region 7 Fourth Quarter Full Year $ Mix % Growth % Organic Growth (a) United States $ 1,941.4 -9.7 % -9.4 % Other North America 119.7 -3.9 % -3.2 % UK 350.9 -9.2 % -12.4 % Euro Markets & Other Europe 730.9 -7.6 % -9.2 % Asia Pacific 454.6 -0.5 % -3.9 % Latin America 87.5 -25.5 % -9.2 % Middle East & Africa 72.0 -37.4 % -36.8 % Total $ 3,757.0 -9.3 % -9.6 % $ Mix % Growth % Organic Growth (a) United States $ 7,186.1 -10.5 % -10.1 % Other North America 391.0 -12.3 % -10.0 % UK 1,280.8 -10.6 % -11.5 % Euro Markets & Other Europe 2,326.9 -13.0 % -12.8 % Asia Pacific 1,503.7 -8.8 % -8.5 % Latin America 275.4 -31.7 % -15.1 % Middle East & Africa 207.2 -34.1 % -32.3 % Total $ 13,171.1 -11.9 % -11.1 % (a) “Organic Growth” reflects the year-over-year decrease in revenue from the prior period, excluding the foreign exchange rate impact and acquisition revenue, net of disposition revenue as defined on page 4.

 

February 18, 2021 Other 7% Services 2% Oil, Gas & Utilities 1% Not-for-Profit 1% Government 3% Education 1% Pharma & Health 16% Retail 7% Tech 9% Telcom 6% T&E 7% Auto 10% Consumer Products 8% Financial Services 8% Food & Beverage 14% Revenue by Industry 8 Full Year – 2020 Other 8% Services 2% Oil, Gas & Utilities 2% Not-for-Profit 1% Government 2% Education 1% Pharma & Health 14% Retail 7% Tech 7% Telcom 6% T&E 9% Auto 10% Consumer Products 9% Financial Services 8% Food & Beverage 14% Full Year – 2019

 

February 18, 2021 Other 7% Services 2% Oil, Gas & Utilities 2% Not-for-Profit 1% Government 3% Education 1% Pharma & Health 15% Retail 8% Tech 10% Telcom 5% T&E 6% Auto 10% Consumer Products 8% Financial Services 7% Food & Beverage 15% Revenue by Industry 9 Fourth Quarter . 2020 % Mix % Change excluding FX rate impact (a) Food & Beverage 15 % (1.8) % Consumer Products 8 % (8.0) % Pharma & Health 15 % (6.6) % Financial Services 7 % (15.5) % Technology 10 % 14.9 % Auto 10 % (11.5) % Travel & Entertainment 6 % (38.9) % Telecommunications 5 % (11.6) % Retail 8 % (13.2) % Services 2 % (15.9) % Oil,Gas & Utilities 2 % (26.8) % Not.for.Profit 1 % (14.6) % Government 3 % 6.6 % Education 1 % (30.4) % Other 7 % (11.7) % Total 100 % (10.1) % (a) % Change excluding FX rate impact, reflects the year-over-year percentage change in revenue from the prior period, excluding the foreign exchange rate impact, as defined on page 4.

 

February 18, 2021 Revenue by Industry 10 Full Year . 2020 Other 7% Services 2% Oil, Gas & Utilities 1% Not-for-Profit 1% Government 3% Education 1% Pharma & Health 16% Retail 7% Tech 9% Telcom 6% T&E 7% Auto 10% Consumer Products 8% Financial Services 8% Food & Beverage 14% % Mix % Change excluding FX rate impact (a) Food & Beverage 14 % (10.4) % Consumer Products 8 % (17.3) % Pharma & Health 16 % (2.3) % Financial Services 8 % (18.4) % Technology 9 % 9.2 % Auto 10 % (12.9) % Travel & Entertainment 7 % (30.6) % Telecommunications 6 % (5.2) % Retail 7 % (13.5) % Services 2 % (7.3) % Oil,Gas & Utilities 1 % (26.5) % Not.for.Profit 1 % (22.7) % Government 3 % 11.4 % Education 1 % (6.9) % Other 7 % (18.7) % Total 100 % (11.5) % (a) % Change excluding FX rate impact, reflects the year-over-year percentage change in revenue from the prior period, excluding the foreign exchange rate impact, as defined on page 4.

 

February 18, 2021 Cash Flow Performance 11 Full Year 2020 2019 Net Income $ 1,020.8 $ 1,435.9 Depreciation and Amortization of Intangible Assets 222.6 231.5 Share-Based Compensation 70.8 72.5 COVID-19 Repositioning Costs 277.9 — Other Items to Reconcile to Net Cash Used in Operating Activities, net 101.6 (9.0) Free Cash Flow (a) $ 1,693.7 $ 1,730.9 Additional information regarding our cash flows can be found in our condensed cash flow statement on page 20. (a) The Free Cash Flow amounts presented above are non-GAAP liquidity measures. See page 26 for the definition of this measure and page 25 for the reconciliation of the non-GAAP financial measures, which reconciles Free Cash Flow to the Net Cash Used in Operating Activities for the periods presented above.

 

February 18, 2021 Cash Flow Performance 12 Full Year 2020 2019 Free Cash Flow (a) $ 1,693.7 $ 1,730.9 Primary Uses of Cash: Dividends paid to Common Shareholders 562.7 564.3 Dividends paid to Noncontrolling Interest Shareholders 95.5 97.3 Capital Expenditures 75.4 102.2 Acquisition of Businesses and Affiliates, Acquisition of Additional Noncontrolling Interests and Contingent Purchase Price Payments, net of Proceeds from Sale of Investments and other 117.4 124.1 Stock Repurchases, net of Proceeds from Stock Plans 217.9 603.7 Primary Uses of Cash (a) 1,068.9 1,491.6 Net Free Cash Flow (a) $ 624.8 $ 239.3 Additional information regarding our cash flows can be found in our condensed cash flow statement on page 20. (a) The Free Cash Flow, Primary Uses of Cash and Net Free Cash Flow amounts presented above are non-GAAP liquidity measures. See page 26 for the definition of these measures and page 25 for the reconciliation of non-GAAP financial measures, which reconciles Free Cash Flow to the Net Cash Used in Operating Activities and Net Free Cash Flow to the Net Decrease in Cash and Cash Equivalents for the periods presented above.

 

February 18, 2021 Current Credit Picture 13 Full Year 2020 2019 EBITDA (a) $ 1,821.4 $ 2,353.8 Total Debt / EBITDA 3.2 x 2.2 x Net Debt (b) / EBITDA 0.1 x 0.4 x Debt Bank Loans (Due Less Than 1 Year) $ 3.9 $ 10.1 CP & Borrowings Issued Under Revolver — — USD-denominated Senior Notes (c) 4,600.0 4,000.0 EUR-denominated Senior Notes (c) 1,223.0 1,122.8 Other Debt (15.7) 11.5 Total Debt $ 5,811.2 $ 5,144.4 Cash, Cash Equivalents and Short Term Investments 5,600.5 4,309.3 Net Debt (b) $ 210.7 $ 835.1 (a) EBITDA is a non-GAAP performance measure. See page 26 for the definition of this measure and page 24 for the reconciliation of non-GAAP financial measures. (b) Net Debt is a non-GAAP liquidity measure. See page 26 for the definition of this measure, which is reconciled in the table above. (c) See pages 16 and 17 for additional information on our Senior Notes.

 

February 18, 2021 Historical Returns 14 Return on Invested Capital (ROIC) (a): Twelve months ended December 31, 2020 23.0 % Twelve months ended December 31, 2019 29.5 % Return on Equity (b): Twelve months ended December 31, 2020 31.8 % Twelve months ended December 31, 2019 49.6 % (a) Return on Invested Capital is After Tax Reported Operating Profit (a non-GAAP performance measure – see page 26 for the definition of this measure and page 25 for the reconciliation of non-GAAP financial measures) divided by the average of Invested Capital at the beginning and the end of the period (book value of all long-term liabilities, including those related to operating leases, short-term interest bearing debt, the short-term liability related to operating leases plus shareholders’ equity less cash, cash equivalents, short term investments and operating lease right of use assets). (b) Return on Equity is Reported Net Income for the given period divided by the average of shareholders’ equity at the beginning and end of the period.

 

February 18, 2021 Supplemental Financial Information 15

 

February 18, 2021 Omnicom Debt Structure 16 Short-term Debt $4 2030 Senior Notes $600 2030 Senior Notes $600 2026 Senior Notes $1,400 2024 Senior Notes $750 2022 Senior Notes $1,250 2027 Euro Senior Notes € 500 2031 Euro Senior Notes € 500 The above chart sets forth Omnicom’s debt outstanding at December 31, 2020. The amounts reflected above for the 2022, 2024, 2026 and 2030 Senior Notes and the 2027 and 2031 Euro Senior Notes represent the principal amount of these notes at maturity on May 1, 2022, November 1, 2024, April 15, 2026, April 15 and August 15, 2030, July 8, 2027 and July 8, 2031, respectively.

 

February 18, 2021 Omnicom Debt Maturity Profile 17 Dec-20 Jun-21 Dec-21 Jun-22 Dec-22 Jun-23 Dec-23 Jun-24 Dec-24 Jun-25 Dec-25 Jun-26 Dec-26 Jun-27 Dec-27 Jun-28 Dec-28 Jun-29 Dec-29 Jun-30 Dec-30 Jun-31 Dec -31 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 Other Borrowings 2022 Senior Notes 2024 Senior Notes 2026 Senior Notes Other borrowings at December 31, 2020 include bank loans of $3.9 million, which are due in less than one year. For purposes of this presentation we have included these borrowings as outstanding through February 14, 2025, the date of expiration of our five-year credit facility. 2027 Euro Senior Notes 2031 Euro Senior Notes 2030 Senior Notes

 

February 18, 2021 Net Interest Expense Detail 18 Fourth Quarter Full Year 2020 2019 2020 2019 Net Interest expense: Interest expense $ 55.3 $ 52.0 $ 221.8 $ 244.3 Interest income 7.3 13.4 32.3 60.3 Net Interest Expense $ 48.0 $ 38.6 $ 189.5 $ 184.0

 

February 18, 2021 2020 Acquisition Related Expenditures 19 Full Year Acquisition of Businesses and Affiliates (a) $ 67.1 Acquisition of Additional Noncontrolling Interests (b) 22.3 Contingent Purchase Price Payments (c) 31.2 Total Acquisition Expenditures (d) $ 120.6 (a) Includes acquisitions of a majority interest in agencies resulting in their consolidation, including additional interest in existing affiliate agencies resulting in majority ownership. (b) Includes the acquisition of additional equity interests in already consolidated subsidiary agencies which are recorded to Equity – Noncontrolling Interest. (c) Includes additional consideration paid for acquisitions completed in prior periods. (d) Total Acquisition Expenditures figure is net of cash acquired.

 

February 18, 2021 Condensed Cash Flow 20 Full Year 2020 2019 Net Income $ 1,020.8 $ 1,435.9 Share-Based Compensation 70.8 72.5 Depreciation and Amortization of Intangible Assets 222.6 231.5 Other Items to Reconcile to Net Cash Provided by Operating Activities, net 101.6 (9.0) COVID-19 Repositioning Costs 277.9 — Changes in Operating Capital 30.9 125.1 Net Cash Provided by Operating Activities 1,724.6 1,856.0 Capital Expenditures (75.4) (102.2) Proceeds from Sale of Investments and other 3.2 1.9 Acquisition of Businesses and Interest in Affiliates, net of cash acquired (67.1) (10.0) Proceeds from Dispositions of Subsidiaries 3.2 79.4 Net Cash Used in Investing Activities (136.1) (30.9) Dividends paid to Common Shareholders (562.7) (564.3) Dividends paid to Noncontrolling Interest Shareholders (95.5) (97.3) Changes in Short-term Debt, net (5.6) 2.0 Proceeds from Long-term Borrowings 1,186.6 1,112.4 Repayment of Long-term Debt (600.0) (900.0) Stock Repurchases, net of Proceeds from Stock Plans (217.9) (603.7) Acquisition of Additional Noncontrolling Interests (22.3) (51.4) Payment of Contingent Purchase Price Obligations (31.2) (64.6) Other Financing Activities, net (59.8) (55.1) Net Cash Used in Financing Activities (408.4) (1,222.0) Effect of foreign exchange rate changes on cash and cash equivalents 114.7 50.2 Net Increase in Cash and Cash Equivalents $ 1,294.8 $ 653.3

 

February 18, 2021 $ In Billions 6.2 6.4 4.1 4.6 $10.0 $11.0 Cumulative Cost of Net Shares Repurchased - Payments for repurchases of common stock less proceeds from stock plans (share repurchases were suspended during the first quarter of 2020 in reaction to the COVID-19 pandemic) Cumulative Dividends Paid Cumulative Net Income - Omnicom Group Inc. % of Cumulative Net Income Returned to Shareholders - Cumulative Dividends Paid plus cumulative Cost of Net Shares Repurchased divided by Cumulative Net Income. 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 $0.0 $2.5 $5.0 $7.5 $10.0 $12.5 Net Cash Returned to Shareholders through Dividends and Share Repurchases 21 From 2011 through December 31, 2020, Omnicom distributed 101% of Net Income to shareholders through dividends and share repurchases. 119% 107% 115% 114% 110% 109% 105% 101% 105% 102%

 

February 18, 2021 2020 Operating Expenses – Impact of COVID-19 Repositioning Costs, Government Wage Programs and Asset Impairment 22 Fourth Quarter Full Year Gov't Wage Programs Asset Impairment & Other Total Severance Actions Real Estate Actions Gov't Wage Programs Asset Impairment & Other Total Operating expenses (a) (b) (c): Salary and service costs Salary and related service costs $ (44.7) $ 55.8 $ 11.1 $ — $ — $ (162.6) $ 55.8 $ (106.8) Third-party service costs — — — — — — — — Occupancy and other costs — — — — — — — — COVID-19 repositioning costs — — — 150.0 102.8 — 25.1 277.9 Cost of services (44.7) 55.8 11.1 150.0 102.8 (162.6) 80.9 171.1 Selling, general and administrative expenses — — — — — — — — Depreciation and amortization — — — — — — — — Operating Expenses $ (44.7) $ 55.8 $ 11.1 $ 150.0 $ 102.8 $ (162.6) $ 80.9 $ 171.1 (a) The above table identifies the pre-tax impact of certain repositioning actions related to the realignment of our businesses in reaction to the COVID-19 pandemic, which resulted in us recording a net loss on the disposition of certain subsidiaries of $277.9 million for the twelve months ended December 31, 2020. (b) Salary and related service costs for the fourth quarter and full year 2020 periods include the reduction in operating expenses related to reimbursements and tax credits under government programs in several countries where we have operations. The impact of these items reduced salary and related service costs and increased operating profit by $44.7 million and $162.6 million for the three and twelve months ended December 31, 2020, respectively. (c) Salary and related service costs for the fourth quarter and full year 2020 periods include an asset impairment charge, which increased salary and related service costs and decreased Operating Profit by $55.8 million for the three and twelve months ended December 31, 2020.

 

February 18, 2021 2020 vs. 2019 Non-GAAP Financial Measures – EBITA 23 (a) Additional information regarding our operating expenses can be found on page 3. (b) EBITA is a non-GAAP financial performance measure. Please see page 26 for the definition of this measure and page 24 for the reconciliation of non-GAAP financial measures, which reconciles the EBITA figures presented above to Net Income - Omnicom Group Inc. for the periods presented above. (c) EBITA Margin is a non-GAAP financial performance measure, which is calculated by dividing EBITA (please see page 26 for the definition of this measure) by revenue for the periods presented. Fourth Quarter Year to Date 2020 2019 2020 2019 Revenue $ 3,757.0 $ 4,141.2 $ 13,171.1 $ 14,953.7 Operating expenses (a) 3,142.3 3,494.8 11,572.3 12,831.4 Operating Profit 614.7 646.4 1,598.8 2,122.3 Operating Profit Margin % 16.4 % 15.6 % 12.1 % 14.2 % Add back: Amortization of intangible assets 20.7 19.8 83.1 83.8 EBITA (b) $ 635.4 $ 666.2 $ 1,681.9 $ 2,206.1 EBITA Margin % (c) 16.9 % 16.1 % 12.8 % 14.8 %

 

February 18, 2021 Reconciliation of Non-GAAP Financial Measures – EBITA and EBITDA Three Months Ended Twelve Months Ended December 31 December 31 2020 2019 2020 2019 Net Income - Omnicom Group Inc. $ 398.1 $ 415.0 $ 945.4 $ 1,339.1 Net Income Attributed to Noncontrolling Interests 30.4 34.8 75.4 96.8 Net Income 428.5 449.8 1,020.8 1,435.9 Income (Loss) From Equity Method Investments 3.3 0.8 (6.8) 2.0 Income Tax Expense 141.5 158.8 381.7 504.4 Income Before Income Taxes 566.7 607.8 1,409.3 1,938.3 Net Interest Expense 48.0 38.6 189.5 184.0 Operating Profit 614.7 646.4 1,598.8 2,122.3 Amortization of Intangible Assets 20.7 19.8 83.1 83.8 EBITA 635.4 666.2 1,681.9 2,206.1 Depreciation 33.1 36.4 139.5 147.7 EBITDA $ 668.5 $ 702.6 $ 1,821.4 $ 2,353.8 24 The above table reconciles the GAAP financial measure of Net Income – Omnicom Group Inc. to the non-GAAP financial measures of EBITDA and EBITA for the periods presented. EBITDA and EBITA, which are defined on page 26, are non-GAAP financial measures within the meaning of applicable SEC rules and regulations. Our credit facility defines EBITDA as earnings before deducting interest expense, income taxes, depreciation and amortization. Our credit facility uses EBITDA to measure our compliance with covenants, such as our leverage ratios, as presented on page 13 of this presentation.

 

February 18, 2021 Reconciliation of Non-GAAP Financial Measures 25 Full Year 2020 2019 Net Cash Provided by Operating Activities $ 1,724.6 $ 1,856.0 Operating Activities items excluded from Free Cash Flow: Changes in Operating Capital 30.9 125.1 Free Cash Flow $ 1,693.7 $ 1,730.9 Full Year 2020 2019 Net Increase in Cash and Cash Equivalents $ 1,294.8 $ 653.3 Cash Flow items excluded from Net Free Cash Flow: Changes in Operating Capital 30.9 125.1 Proceeds from Dispositions of Subsidiaries 3.2 79.4 Changes in Short-term Debt, net (5.6) 2.0 Proceeds from Long-term Borrowings 1,186.6 1,112.4 Repayment of Long-term Debt (600.0) (900.0) Other Financing Activities, net (59.8) (55.1) Effect of foreign exchange rate changes on cash and cash equivalents 114.7 50.2 Net Free Cash Flow $ 624.8 $ 239.3 Full Year 2020 2019 Reported Operating Profit 1,598.8 2,122.3 Effective Tax Rate for the applicable period 27.1 % 26.0 % Income Taxes on Reported Operating Profit 433.3 551.8 After Tax Reported Operating Profit $ 1,165.5 $ 1,570.5

 

February 18, 2021 Disclosure 26 The preceding materials have been prepared for use in the February 18, 2021 conference call on Omnicom’s results of operations for the three and twelve months ended December 31, 2020. The call will be archived on the Internet at http://investor.omnicomgroup.com/investor-relations/news-events-and-filings/. Forward-Looking Statements Certain statements in this presentation constitute forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, Omnicom Group Inc. ("Omnicom" or the "Company") or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: international, national or local economic conditions that could adversely affect the Company or its clients, including those caused by the outbreak of coronavirus disease 2019 (“COVID-19”); losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments and a deterioration in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes relating to competitive factors in the advertising, marketing and corporate communications industries; the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its critical accounting estimates and legal proceedings; and the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory environment. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” in Omnicom’s most recent Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. Non-GAAP Financial Measures We present financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”) and adjustments to the GAAP presentation (“Non-GAAP”), which we believe are meaningful for understanding our performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable to similarly titled amounts reported by other companies. We provide a reconciliation of non-GAAP measures to the comparable GAAP measures on pages 23 to 25. The Non-GAAP measures used in this presentation include the following: Free Cash Flow, defined as net income plus depreciation, amortization, share based compensation expense plus/(less) other items to reconcile to net cash used in operating activities. We believe Free Cash Flow is a useful measure of liquidity to evaluate our ability to generate excess cash from our operations. Primary Uses of Cash, defined as dividends to common shareholders, dividends paid to non-controlling interest shareholders, capital expenditures, cash paid on acquisitions, payments for additional interest in controlled subsidiaries and stock repurchases, net of the proceeds from our stock plans, and excludes changes in operating capital and other investing and financing activities, including commercial paper issuances and redemptions used to fund working capital changes. We believe this liquidity measure is useful in identifying the significant uses of our cash. Net Free Cash Flow, defined as Free Cash Flow less the Primary Uses of Cash. Net Free Cash Flow is one of the metrics used by us to assess our sources and uses of cash and was derived from our consolidated statements of cash flows. We believe that this liquidity measure is meaningful for understanding our primary sources and primary uses of that cash flow. EBITDA, defined as operating profit before interest, taxes, depreciation and amortization of intangible assets. We believe EBITDA is a meaningful operating performance measure because the financial covenants in our credit facilities are based on EBITDA. EBITA, defined as operating profit before interest, taxes and amortization of intangible assets and EBITA margin, defined as EBITA divided by revenue. We use EBITA and EBITA margin as additional operating performance measures, which excludes the non-cash amortization expense of intangible assets (primarily consisting of amortization arising from acquisitions). Accordingly, we believe it is a useful measure for investors to evaluate the performance of our business. Net Debt, defined as total debt less cash, cash equivalents and short-term investments. We believe net debt, together with the comparable GAAP measures, reflects one of the liquidity metrics used by us to assess our cash management. After Tax Reported Operating Profit, defined as reported operating profit less income taxes calculated using the effective tax rate for the applicable period. Management uses after tax operating profit as a measure of after tax operating performance as it excludes the after tax effects of financing and investing activities on results of operations. Other Information All dollar amounts are in millions except for per share figures on pages 1 and 2 and the net cash returned to shareholders figures on page 21. The information contained in this document has not been audited, although some data has been derived from Omnicom’s historical financial statements, including its audited financial statements. In addition, industry, operational and other non-financial data contained in this document have been derived from sources that we believe to be reliable, but we have not independently verified such information, and we do not, nor does any other person, assume responsibility for the accuracy or completeness of that information. Certain amounts in prior periods have been reclassified to conform to our current presentation. The inclusion of information in this presentation does not mean that such information is material or that disclosure of such information is required.